Exhibit 10.23


 


Portions
of this exhibit marked [*] are requested to be treated confidentially.


 


HSW International, Inc.


 


2008 Executive Compensation Plan


 


1.                                       Purpose


 


The purpose of the HSW
International, Inc. (“HSWI” or the “Company”) 2008 Executive Compensation
Plan (the “Plan”) is to promote the interests of the Company by (i) motivating
key employees of HSWI to execute upon and achieve the HSWI business plan, and (ii) retaining
key employees.


 


2.                                       Eligibility and
Participation


 


The individuals listed on Appendix
A will be the “Participants” in the Plan. 
Subject to the terms of the Plan, the Participants will be eligible to
receive compensation hereunder.


 


3.                                       Amount
Available for Awards


 


a)  Number.   Subject to approval by the Company’s Board
of Directors, the following shall be allocated to the Plan (collectively, the “Bonus
Pool”):


 


i)  30,769 shares of the Company’s
common stock (“Shares”);


 


ii) 100,000 options to acquire shares of the Company’s common stock (“Options”);
and


 


iii) $100,000 (“Tax Offset”).


 


b)  Restrictions.  The Shares and Options shall be issued
immediately upon the implementation of the Plan.  Those Shares in the Bonus Pool shall be
restricted stock, which shall vest on January 31, 2009 (the “Distribution
Date”), in the amount as specified herein. 
Those Options in the Bonus Pool shall fully vest on the Distribution
Date, in the amount as specified herein. 
The Tax Offset shall be paid on January 31, 2009, in accordance
with the Plan.


 


c)  Adjustment.  If there shall occur a stock dividend, stock
split, share combination, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination,
exchange of shares or other similar event affecting the Shares, the Shares
subject to this Plan shall be deemed to relate to such number and class of
securities of HSWI, cash or other property received in exchange for or in
respect of such Shares, and the number of Shares allocated to the Plan shall be
adjusted in such manner to avoid any dilution or enlargement of the rights of
Participants under the Plan.


 

















 


4.                                       Allocation of
the Bonus Pool


 


The Bonus Pool shall be
allocated among the Participants according to their percentage specified on Appendix
A.


 


5.                                       Vesting of the
Bonus Pool


 


a)  Performance.  The number of shares which shall vest on the
Distribution Date shall be calculated according to the following criteria (the “Performance
Criteria”):


 


i)                                         33.4% of the Bonus Pool will
vest if [*] has launched the [*] version of the “HowStuffWorks” website by [*]
2008;


 


ii)                                      33.3% of the Bonus Pool will
vest if at [*] has displayed at least [*] page views during 2008; and


 


iii)                                   33.3% of the Bonus Pool will
vest if [*] has at least US$ [*] gross revenues in 2008, not including related
party transactions.


 


6.                                       Forfeitures


 


In the event that any
Participant is not employed on December 31, 2008, due to resignation by
the Participant or termination by the Company for cause, the portion of the
Bonus Pool allocated to the Participant shall be forfeited.  In the event that any portion of the Bonus
Pool does not become vested because of failure to meet the Performance
Criteria, then such portion shall be forfeited.


 






[*] Confidential treatment
requested; certain information omitted and filed separately with the SEC.


 

















 


Appendix
A


 


	
  Named Personnel

  	
   

  	
  Percentage of Plan

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Henry Adorno, Vice Chairman

  	
   

  	
  30

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Greg Swayne, President & COO

  	
   

  	
  30

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Shawn Meredith, CFO

  	
   

  	
  10

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
  %

  
	
  Total:

  	
   

  	
  100

  	
  %

  



 






[*] Confidential treatment requested;
certain information omitted and filed separately with the SEC.